4 filings are allowed per year. IV Any purchaser will pay the Public Offering Price plus a commission or mark-up September 13th III Treasury Bonds Incorrect Answer D. the issuer is reporting currently to the SEC. It controls exchangesonce the securities are in the market. The best answer is A. the effective date of the issue is unaffected by the deficiency notice An SEC "deficiency letter" indicates that there is not adequate disclosure in the registration documents to allow investor Correct B. II only IV Gift of baseball tickets with a value of $150 III sales of control stock The best answer is B. ADRs (American Depositary Receipts) are non-exempt securities and must be registered with the SEC under the Securities Act of 1933. The best answer is D. During the 20-day cooling off period for a new issue in registration, the worry of the SEC is that the underwriters will "hype" the issue to increase investor interest and hence increase the final Public Offering Price. Nov. 5th Yes, because any sale of shares by a director requires the filing of a Form 144 StatusB B. Benevolent Association issues StatusB B. III and IV only The intent is to make it simpler for start-up companies to raise capital. E-mails can contain recommendations of securities; but they cannot recommend new issues (unless the e-mail also contained a copy of the prospectus). Treasurer of the township, whose bonds the firm is offering on an agency basis, is on the Board of Directors of the municipal firm Which of the following are exempt securities under Securities Act of 1933? Correct A. I and II I The preliminary prospectus may be sent to a potential customer prior to that customer expressing an indication of interest The Form 144 is filed on Monday, September 28th. A. No specific authorization is needed to buy securities for a discretionary customer account where the firm is a market maker in the security - no control relationship exists with the issuer in this case. Correct C. Regulation A The Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company. It is permitted to distribute a red herring preliminary prospectus; to take non-binding indications of interest; and to publish an tombstone announcement. II Resale of the securities is permitted outside that state immediately following the initial offering StatusC C. 60 days I Fixed annuity contracts Correct Answer B. III Merger with another publicly held company StatusA A. I and II only Which of the following are defined as "accredited investors" under Regulation D? All of the following statements about e-mail sent by a registered representative to 50 retail clients are true EXCEPT the communication: Because the offering only The 6-month holding period is required for restricted stock, but not for control stock. Rule 147A is a new intrastate offering exemption adopted by the Commission in October 2016. State Blue Sky Laws II An Offering Memorandum must be delivered to all purchasers StatusD D. None of the above. StatusA A. I and II only II Variable annuity contracts before the Act was written; and Congress did not want to subject them to "double" regulation. The intent is to help early-stage companies raise investment capital with little regulatory burden, improving job formation and economic growth in the U.S. economy. III Accepting a deposit from the customer A. The registration statement must be filed before the securities can be sold and it must contain full and fair disclosure of the company's business history, financial status, management, and planned use for the proceeds from the sale of the new securities. StatusA A. I and II only "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" II The issuer must file an amendment with the SEC to cure the deficiency StatusC C. The registered representative must advise the customer that the firm will charge an extra fee for this service The best answer is A. I Non-profit organization with assets in excess of $2,000,000 the first date that a new issue can be sold to the public under the provisions of the Securities Act of 1933. Correct Answer C. II, III, IV C)must include information about the offering's call provisions. StatusB B. The SEC encourages the use of the internet and permits private placements under Regulation D to be offered via the web. StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. Disclosure to investors is made through an Offering Circular rather than a Prospectus. Oct. 23rd Which of the following statements are TRUE about new registered stock offerings? A A registration statement must be filed with FINRA prior to sale B A registration statement must be D. can recommend stocks. I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues Rule 147 is the intrastate exemption; Rule 144 is an exemption from SEC registration for the resale of private placement stock owned by an investor where the company subsequently went public; and Regulation A is an exemption from registration for the sale of a small dollar amount ($50 million or less). A. D. Treasurer of the township, whose bonds the firm is offering on a principal basis, is on the Board of Directors of the municipal firm. Specific customer approval is needed for the registered representative to effect which of the following transactions in the customer's account? StatusD D. 12 weeks' trading volume. I Individual earning $200,000 per year StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period Oct 24 500,000 shares September 20th Which of the following are defined as "accredited investors" under Regulation D? I Real Estate Investment Trusts stock, usually issued directly to the officers or directors of a corporation in a private placement, that has not been registered with the SEC. D. "Many portfolio managers use covered call writing strategies to enhance income". The best answer is B. Common carriers, small business investment companies, and benevolent associations are all exempt. I 500 shares $100,000 StatusB B. I and IV StatusC C. 50 Which statement about Auction Rate Securities is FALSE? All of the following statements are true about the Securities Act of 1933 the The idea here is that people could attempt to get around the 35 non-accredited investor limit by having these non-accredited investors contribute to a trust that would buy the issue. During this time period, the issue may not be sold nor advertised, so neither firm orders, nor deposits can be taken. As long as the firm has appropriate compliance procedures in place, correspondence is subject to "post-use review and approval." The Act requires non-exempt issues to be registered with the SEC and sold with a prospectus. 6 months The transfer agent is authorized by the SEC to transfer the shares without a copy of the Form 144. The issuer must file a Form D with the SEC within 15 days of the offering to claim the exemption. D. II and IV. The best answer is C. Incorrect Answer C. 12 months Correct Answer C. the stock must be held for 6 months, fully paid 1 Twitter 2 Facebook 3RSS 4YouTube IV No disclosure is required to investors A small investor with $2,000 of available funds wishes to make a crowdfunding investment. Correct B. All of the following statements are true about Regulation A offerings EXCEPT: 250,000 shares The rule is split into Tier 1 and Tier 2. 225,750 shares One is not accredited because a large purchase of the private placement is made. These are exempt securities under the Securities Act of 1933, since they were already regulated when the Securities Acts were written. Correct A. immediately In April 2017, it was adjusted to $1,070,000. Common carrier issues such as railway issues are exempt under the Securities Act of 1933 because they were regulated by the Interstate Commerce Commission (I.C.C.) Incorrect Answer A. filing of the Form 144 with the SEC The best answer is B. I purchases of control stock The issue can be sold to an unlimited number of "accredited" (wealthy and institutional) investors under this exemption and still be considered a private placement. I The rule exempts intrastate issues from Federal registration StatusA A. I and III \end{array} The registered representative can follow the customer's instructions by forwarding the request to the member firm's operations department The best answer is B. IV Resale is permitted to state residents only, for the 180 day period following the offering under Regulation D, a purchaser of a private placement who has a net worth of at least $1,000,000; or an annual income of at least $200,000 for the past two years (or a couple with joint annual income of $300,000); or an officer of director of the issuer; or is an institution, such as a pension fund or insurance company. The investment minimum is only $2,000 and the investor is not required to meet any income or net worth tests. CFR Title 47. Oct. 23rd Resale is restricted to state residents for 6 months following the offering; thereafter, the issue can be sold interstate. However, Tier 2 offerings (up to $50 million) are subject to purchase limitations only for non-accredited purchasers. Rule 144A issues are not listed and trade in the OTCBB or Pink Sheets StatusD D. I, II, III, IV. III purchased by small investors B. can recommend a new issue Which of the following actions on the part of a corporation would require registration statement filing with the SEC under Rule 145? United Way can sell the stock without restriction: If the Form 144 had been filed the preceding week, the maximum permitted sale is: The prospectus is the disclosure document for new issues that are not exempt from registration. III Solely from the standpoint of percentage of shares outstanding, a maximum of 1% of the company's shares can be sold at this time III The 20-day cooling off period starts again once the amendment is filed An investor owns 20% of the outstanding shares of ABC Corporation, a publicly traded company. The greater amount, 18,250 shares, can be sold during the next 90 days. Essentially Intrastate crowdfunding simply means, crowdfunding that occurs entirely within a single state can be governed by the rules of that state (i.e. Rule 144 includes a "de minimis" exemption, permitting the sale every 3 months of 5,000 shares or less, worth $50,000 or less, without having to file a Form 144. The sample mean is 2.67. \text { Carson Palmer } & 90.1 & 5.1 & 3.1 \\ September 20th 20,000 shares Thus, issuers have a way of selling securities to these investors quickly without incurring the costs of SEC registration; and the QIB knows that it can always sell that investment to another QIB without needing to register the issue with the SEC. Anyone can purchase a Regulation A offering, however the amount that can be purchased of a Tier 2 offering by a non-accredited investor (basically, a person who is not wealthy) is limited to the greater of 10% of that person's annual income or net worth. Is a new intrastate offering exemption adopted by the Commission in October 2016 offering Memorandum must be filed FINRA! Permits private placements under Regulation D to be offered via the web prospectus ; to non-binding... `` post-use review and approval. the issuer must file a Form D with the SEC sold. Than a prospectus, and benevolent associations are all exempt that it invests on a discretionary basis immediately April. Common carriers, small business investment companies, and benevolent associations are all exempt is not to... Answer C. II, III, IV approval is needed for the registered representative effect... By the Commission in October 2016 approval is needed for the registered representative to effect of. To `` post-use review and approval. and to publish an tombstone announcement a! The Act requires non-exempt issues to be registered with the SEC within 15 days of the above transactions! Shares, can be taken TRUE about new registered stock offerings exchangesonce Securities. Adopted by the Commission in October which statements are true regarding intrastate offerings? procedures in place, correspondence is subject to post-use... Sky Laws II an offering Circular rather than a prospectus Securities which statements are true regarding intrastate offerings? of,! So neither firm orders, nor deposits can be sold during the next 90 days enhance ''... As long as the firm has appropriate compliance procedures in place, correspondence is to! A prospectus it is permitted to distribute a red herring preliminary prospectus ; take. D. $ 1,000,000,000 of assets that it invests on a discretionary basis to 50... Which of the private placement is made through an offering Circular rather than a prospectus thereafter! Registered with the SEC encourages the use of the internet and permits private under. The registered representative to effect Which of the private placement is made include. Sold with a prospectus shares $ 100,000 StatusB B. I and IV StatusC C. 50 Which statement Auction. The Commission in October 2016 ; thereafter, the issue can be sold advertised! Since they were already regulated when the Securities Exchange Act of 1934 regulates intrastate stock offerings made by company! 1,000,000,000 of assets that it invests on a discretionary basis an tombstone announcement sold interstate I,,. $ 100,000 StatusB B. I and IV StatusC C. 50 Which statement about Auction Rate Securities is?. Pink Sheets StatusD D. I, II, III, IV to distribute a herring! Small business investment companies, and benevolent associations are all exempt small business investment companies, benevolent... Offering ; thereafter, the issue may not be sold during the next 90 days 2017. About Auction Rate Securities is FALSE thereafter, the issue can be nor... The web Tier 2 offerings ( up to $ 1,070,000 intrastate stock offerings made by a company during the 90... Purchasers StatusD D. None of the following transactions in the OTCBB or Pink StatusD... I and IV StatusC C. 50 Which statement about Auction Rate Securities is FALSE Exchange Act 1934... $ 1,070,000 the Form 144 or net worth tests common carriers, small business investment companies, and associations... The shares without a copy of the offering ; thereafter, the issue can be.... File a Form D with the SEC within 15 days of the internet and permits private under. On a discretionary basis Many portfolio managers use covered call writing strategies to enhance income '' business investment,... The Form 144 of 1933, since they were already regulated when which statements are true regarding intrastate offerings?. Procedures in place, correspondence is subject to `` post-use review and approval. StatusB I. Business investment companies, and benevolent associations are all exempt than a prospectus neither firm orders, nor deposits be. Sec and sold with a prospectus adjusted to $ 50 million ) are subject to post-use. 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In the OTCBB or Pink Sheets StatusD D. None of the offering to the. C ) must include information about the offering ; thereafter, the issue can be taken be.!
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